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transferable or exchangeable, except for transfer to another Depository or to another nominee of a
<br />Depository, without further action by the City.
<br />If any Depository determines not to continue to act as a Depository for the Notes for use in a
<br />book entry system, the Director of Finance may attempt to establish a securities depository/book
<br />entry relationship with another qualified Depository. If the Director of Finance does not or is
<br />unable to do so, the Director of Finance, after making provision for notification of the book entry
<br />interest owners by the then Depository and any other arrangements deemed necessary, shall permit
<br />withdrawal of the Notes from the Depository, and shall cause the Notes in bearer or payable form to
<br />be signed by the officers authorized to sign the Notes and delivered to the assigns of the Depository
<br />or its nominee, all at the cost and expense (including any costs of printing), if the event is not the
<br />result of City action or inaction, of those persons requesting such issuance.
<br />The Director of Finance is also hereby authorized and directed, to the extent necessary or
<br />required, to enter into any agreements determined necessary in connection with the book entry
<br />system for the Notes, after determining that the signing thereof will not endanger the funds or
<br />securities of the City.
<br />Section 6. The Notes sha11 be sold by the Director of Finance at private sale to NatCity
<br />Investments, Inc., Cleveland, Ohio, at a purchase price not less than par plus accrued interest, in
<br />accordance with law and the provisions of this ordinance. The Director of Finance shall sign the
<br />Certificate of Award referred to in Section 3 evidencing that sale and specifying the interest rate the
<br />Notes are to bear, the final purchase price of the Notes and other final terms of the Notes in
<br />accordance with the provisions of this ordinance. The Director of Finance shall then cause the
<br />Notes to be prepared, and have the Notes signed and delivered, together with a true transcript of
<br />proceedings with reference to the issuance of the Notes if requested by the original purchaser, to the
<br />original purchaser upon payment of the purchase price. The Mayor, the Director of Finance, the
<br />Director of Law, the Clerk of Council and other City officials, as appropriate, are each authorized
<br />and directed to sign any transcript certificates, financial statements and other documents and
<br />instruments and to take such actions as are necessary or appropriate to consLUmnate the transactions
<br />contemplated by this ordinance. The Director of Finance is authorized, if it is determined to be in
<br />the best interest of the City, to combine the issue of Notes with one or more other note issues of the
<br />City into a consolidated note issue pursuant to Section 133.30(B) of the Revised Code; provided
<br />that, if the aggregate principal amount of the consolidated issue is $1,000,000 or more, no note of
<br />that issue sha11 be issued in a denomination less than $100,000 or be exchangeable for other notes in
<br />denominations less than $100,000.
<br />If in the judgment of the Mayor and the Director of Finance a disclosure document in the
<br />form of an official statement relating to the original issuance of the Notes is appropriate, either or
<br />both of those officers, on behalf of the City and in their official capacities, are authorized to (i)
<br />prepare or cause to be prepared, and make or authorize modifications, completions or changes of or
<br />supplements to, such an official statement, (ii) determine, and to certify or otherwise represent,
<br />when the official statement is to be "deemed final" (except for permitted omissions) by the City as
<br />of its date or is a final official statement for purposes of SEC Rule 15c2-12(b)(1), (3) and (4), (iii)
<br />use and distribute, or authorize the use and distribution of those official statements and any
<br />supplements thereto in connection with the original issuance of the Notes, and (iv) complete and
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